THIS  MANAGEMENT  AGREEMENT  (the  "Agreement"),  dated  as  of 20th day of
December  1999,  between  ENERGY  CORPORATION  OF  AMERICA,  a  West  Virginia
corporation  ("ECA") of 4643 South Ulster Street, Suite 1100, Denver, CO  80237,
and  ALLEGHENY  ENERGY,  INC., a Maryland corporation ("Allegheny") of 800 Cabin
Hill  Drive,  Greensburg,  PA  15601.

          WHEREAS, by Stock Purchase Agreement of even date herewith (the "Stock
Purchase  Agreement"),  ECA  has  agreed  to  sell  and  Allegheny has agreed to
purchase  all  of the issued and outstanding stock (the "Shares") of Mountaineer
Gas  Company,  a  West  Virginia  corporation ("Mountaineer") upon the terms and
conditions  set  forth  therein  (the  "Stock  Sale");  and

     WHEREAS,  in  the course of the parties negotiations, the parties also have
agreed that, subject to the successful closing of the Stock Sale, Allegheny also
will  engage  ECA  to provide management services to Mountaineer  for up to five
(5)  years  from  the  Effective  Date,  upon the terms and conditions set forth
below.

NOW  THEREFORE,  for and in consideration of the sum of Ten Dollars ($10.00) and
other  good  and  valuable  consideration,  the  receipt  of  which  is  hereby
acknowledged,  Allegheny  agrees to engage ECA and ECA agrees to provide natural
gas  utility  management  services  upon  the  following  terms  and conditions:

1.     EFFECTIVE  DATE.  This  Management  Agreement  shall  become  effective
       ---------------
immediately  upon  the Closing of the Stock Sale (the "Effective Date").  In the
event the Stock Purchase Agreement is terminated this Management Agreement shall
be  null  and  void  for  all  purposes.


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2.     TERM.  The term of this Management Agreement shall extend for a period of
       ----
five  (5)  years  after  the  Closing  of  the  Stock  Sale.

3.          BUSINESS  TO  BE  MANAGED.  ECA shall provide management services to
            -------------------------
Allegheny  to  manage  Mountaineer  and  its  subsidiaries.

4.          MANAGEMENT  SERVICES  TO BE PROVIDED.  All management services to be
            ------------------------------------
provided  hereunder  shall be provided by persons experienced in the natural gas
business  and  who  are  familiar with Mountaineer's operations.  The management
services will entail those functions and duties customarily performed by persons
in  the  following  positions:  Chief  Executive  Officer,  Strategic  Planning
Executive,  President,  Senior  Vice  President,  Chief  Information  Officer,
Controller/Treasurer,  Regulatory  Affairs Manager, and Human Resources Manager.
ECA  and  Allegheny  shall  agree  on  all  personnel  providing such management
services.  In  performing its duties and functions hereunder, ECA shall abide by
the  general  directions  and  guidelines  established  by Allegheny.  ECA shall
obtain  the  prior  approval  of  Allegheny  with  respect to any changes in the
utilities'  rates  and  the  execution  of  any  material  contract or financing
arrangement.  In  making  management  judgments  and decisions, ECA will execute
good  business  judgment.  ECA  will perform the services using such care as ECA
customarily  employed, directly or indirectly through Mountaineer management, in
managing  Mountaineer.   ECA  shall,  and  shall  cause  its  employees to, keep
strictly  confidential  all  information concerning Mountaineer's operations and
shall not disclose such information to third parties without Allegheny's consent
or  except  as  is  required  by  law.  All  records  or reports prepared by ECA
concerning  the  utilities'  operations  shall remain the property of Allegheny.


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5.          MANAGEMENT  FEE.  Allegheny shall pay to ECA the sum of $2.5 million
            ---------------
per year for such management services, (the "Management Fee") which amount shall
be adjusted for inflation annually based upon the increase in the consumer price
index  as  reported  by  the  Bureau  of  Labor  Statistics of the United States
Department  of  Labor  for  the  area  including  the  city  of Charleston, West
Virginia. The Management Fee shall be payable in monthly installments due on the
first  day  of  each month, with the first monthly installment due at Closing of
the  Stock  Sale.  Allegheny  shall  not  be obligated to pay any installment in
respect of any month subsequent to the effective date of any termination of this
Agreement.

6.          GOVERNMENTAL  APPROVAL.  All parties' obligations hereunder shall be
            ----------------------
expressly subject to the prior approval of this Management Agreement by the West
Virginia  Public  Service Commission and the Securities and Exchange Commission,
if  and only to the extent required by the Public Utility Holding Company Act of
1935.

7.          TERMINATION.    Prior  to the expiration of the Term as set forth in
            -----------
section  2  above,  this  Agreement  may  be  terminated  only:

a.     upon  mutual  agreement  of  ECA  and  Allegheny;

b.     by  ECA  upon  thirty  (30) days written notice to Allegheny in the event
Allegheny  fails  to  pay  any  amounts  due  under  section  5  above;

c.     by Allegheny, upon written notice to ECA in the event ECA breaches any of
its  duties  hereunder;  provided,  however,  Allegheny  shall first provide ECA
written  notice  of  such breach and the right to cure such breach within thirty
(30)  days  after  receipt  of  such  notice;  or

d.     by  either  ECA  or  Allegheny  upon six (6) months written notice to the
other  party.


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8.          GOVERNING LAW.     This Agreement shall be governed by and construed
            -------------
in  accordance  with  the  laws  of  the  State  of  West  Virginia.

9.          ASSIGNMENT.  This  Agreement may not be assigned by operation of law
            ----------
or  otherwise,  provided  that  Allegheny may assign its rights hereunder to any
wholly  owned  subsidiary of Allegheny to which Allegheny assigns its rights and
obligations  pursuant  to  the  Stock Purchase Agreement without consent of ECA.
Any  assignment  made in contravention of this Agreement shall be null and void.

10.          ENTIRE  AGREEMENT.  This Agreement constitutes the entire Agreement
             -----------------
of  the parties with respect to the subject matter hereof and supersedes any and
all  other  prior  understanding,  contracts,  agreements,  representations  or
warranties,  oral  or  written,  among  the  parties  hereto with respect to the
subject  matter  of  this  Agreement.

11.          NOTICE. Any notice, request, consent, waiver or other communication
             ------
required  or  permitted  to  be  given  hereunder  shall be effective only if in
writing  and  shall  be deemed sufficiently given only if delivered in person or
sent  by  facsimile  or by certified or registered mail, postage prepaid, return
receipt  requested,  addressed  as  follows:

IF  TO  ECA:
-----------

     Energy  Corporation  of  America
     Attn:  John  Mork,  President  and  CEO
     4643  South  Ulster  Street
     Suite  1100
     Denver,  CO  80237

WITH  COPIES  TO:
----------------

     Goodwin  &  Goodwin,  LLP
     Attn:  Thomas  R.  Goodwin
     1500  One  Valley  Square
     P.O.  Box  2107
     Charleston,  WV  25328-2107

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IF  TO  ALLEGHENY:
-----------------

     Allegheny  Energy,  Inc.
     Attn:  Peter  Dailey,  Director
     800  Cabin  Hill  Drive
     Greensburg,  PA  15601-1689

WITH  COPIES  TO:
----------------

     Allegheny  Power
     Attn:  Thomas  K.  Henderson,  Vice  President,  Legal
     10435  Downsville  Pike
     Hagerstown,  Maryland  21740

     Sullivan  &  Cromwell
     Attn:  Matthew  G.  Hurd
     125  Broad  Street
     New  York,  New  York  10004

12.          BINDING  EFFECT.   This  Agreement  is  intended  to constitute the
             ---------------
legally  binding  and  enforceable  agreement  of  the  parties  hereto,  their
successors  and  assigns.

                                    ENERGY  CORPORATION  OF  AMERICA


                                    By:  /S/  John Mork
                                       ---------------------------------------
                                                  John  Mork
                                    Its:  President and Chief Executive Officer


                                    ALLEGHENY  ENERGY,  INC.


                                    By:  /S/  Jay Pifer
                                       --------------------------------------
                                                 Jay  Pifer
                                    Its:  Senior  Vice  President

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